SharonAI (NASDAQ: SHAZ) boosts equity pool, elects directors
Rhea-AI Filing Summary
SharonAI Holdings Inc. (SHAZ) reports results of its 2026 annual stockholder meeting. Stockholders approved a Second Amendment to the 2025 Omnibus Equity Incentive Plan to increase the Class A Ordinary Common Stock issuable under the plan by 1,200,000 shares and to provide for automatic annual share increases beginning January 1, 2027 during the plan’s initial ten-year term. They also approved the issuance of Class A shares upon exercise of certain pre-funded warrants in accordance with Nasdaq Listing Rule 5635(b), ratified HoganTaylor LLP as independent registered public accounting firm for 2026, and elected Alastair Cairns and Benjamin Adams as Class I directors to serve until the 2029 annual meeting or until their successors are elected and qualified.
Positive
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Additional shares under 2025 Omnibus Equity Incentive Plan: 1,200,000 shares of Class A Ordinary Common Stock
Class A Ordinary Common Stock outstanding: 35,268,686 shares
Class B Super Common Stock outstanding: 136,341 shares
+5 more
8 metrics
Additional shares under 2025 Omnibus Equity Incentive Plan
1,200,000 shares of Class A Ordinary Common Stock
Increase in shares available for issuance under the plan via Second Amendment
Class A Ordinary Common Stock outstanding
35,268,686 shares
Outstanding and entitled to one vote per share as of July 2, 2026 record date
Class B Super Common Stock outstanding
136,341 shares
Outstanding and entitled to 160 votes per share as of July 2, 2026 record date
Total votes eligible
57,083,246 votes
Combined Class A and Class B voting power as of the record date
Votes represented at meeting
39,140,969 votes
Votes of Common Stock present in person or by proxy, constituting a quorum
Votes for equity plan Second Amendment
34,988,378 votes for; 1,259,037 against; 405 abstentions; 2,893,149 broker non-votes
Proposal 3 approval of Second Amendment to 2025 Omnibus Equity Incentive Plan
Votes for pre-funded warrant share issuance
32,434,599 votes for; 7,903 against; 1,407 abstentions; 2,893,149 broker non-votes
Proposal 4 approval of Class A share issuance under Nasdaq Listing Rule 5635(b)
Votes for auditor ratification
39,122,627 votes for; 15,923 against; 2,419 abstentions; 0 broker non-votes
Ratification of HoganTaylor LLP as independent registered public accounting firm for 2026
Key Terms
Omnibus Equity Incentive Plan, pre-funded warrants, Nasdaq Listing Rule 5635(b), broker non-votes, +1 more
5 terms
Omnibus Equity Incentive Plan financial
"Second Amendment to the Company’s 2025 Omnibus Equity Incentive Plan"
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
pre-funded warrants financial
"exercise of certain pre-funded warrants to purchase the Company’s Class A"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Nasdaq Listing Rule 5635(b) regulatory
"in accordance with Nasdaq Listing Rule 5635(b)"
Nasdaq Listing Rule 5635(b) is an exchange rule that requires a listed company to get shareholder approval before issuing shares or securities that can convert into voting stock when the proposed issue would substantially increase voting power or dilute existing ownership (commonly measured by a 20% threshold). Investors care because the rule limits sudden dilution or shifts in control — like needing neighbor approval before adding a large structure that changes everyone’s influence and property view.
broker non-votes financial
"ABSTENTIONS | | BROKER NON-VOTES"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
What equity plan change did SHAZ stockholders approve at the 2026 annual meeting?
Stockholders approved a Second Amendment to the 2025 Omnibus Equity Incentive Plan to add 1,200,000 shares of Class A Ordinary Common Stock for issuance and to provide that available shares will automatically increase on the first day of each calendar year starting January 1, 2027 during the plan’s initial ten-year term.
What quorum was present at SharonAI Holdings Inc. (SHAZ) 2026 annual meeting?
At the 2026 annual meeting, holders of 39,140,969 votes of Common Stock were represented in person or by proxy, which constituted a quorum based on the total of 57,083,246 votes that were eligible to be cast as of the record date.
Who was elected to SharonAI Holdings Inc. (SHAZ) board at the 2026 meeting?
Alastair Cairns and Benjamin Adams were elected as Class I directors to serve until the 2029 annual meeting of stockholders or until their successors are elected and qualified. Each received a majority of the votes cast on the election proposal.
Which auditor did SHAZ stockholders ratify for the 2026 fiscal year?
Stockholders ratified the appointment of HoganTaylor LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 39,122,627 votes for, 15,923 against and 2,419 abstentions, and no broker non-votes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
